What Witches are Made Of
by Karin Ochibi-chan
Summary: She always felt a certain pull to the sky, to the stars, but in this moment, she felt the desire to keep her feet firmly on the ground, with him. Gwen-centric. hints of Bwen, BxG, Ben/Gwen


**Karin: Yes, I am back. Let's hope this piece turned out like I hoped it would. Enjoy!**

 **Disclaimer:** I don't own Ben10.

* * *

Ever since she was little, Gwen knew she wasn't a princess.

Her mother would sit with her before bed every night, reading her stories about beautiful princesses trapped by evil witches and their hero would soon come to save them, vanquishing the evil sorceress and gaining a happy ever after with the princess. Her father would watch them with a fond smile on his face, adoring both his wife and daughter.

Emerald eyes would blink up at her parents, pensive, alert—it seemed a little too eerie for a little girl to have, but they did not question it. Their little girl was special.

"Why is the witch evil?" she would ask. Her mother would give off a chuckle and explain to her that the witch did bad things and used her magic for misdeeds—this was why she was evil. She remembered crossing her arms stubbornly and sticking her tongue out.

"Well princesses are boring!" she would say. Even to this day, her parents would question why she was so intent on arguing for the witch. Gwen, no matter what tale they told, was more fascinated by the magic wielders than the beautiful and pure princess.

"Princesses are pure, sweetheart." Lily would tell her gently, kissing her forehead. "They are kind and beautiful—they have families that love them. Being a princess means you're precious." Lily said, smiling at her child.

"Well why doesn't the witch ever have a family?" Gwen narrowed her eyes in thought. "Witches have to have parents too."

"Perhaps they do," Lily conceded. "But they probably chased them all away." she stroked her daughter's orange hair.

"Why?" Gwen blinked at them. Frank chuckled as he stood at the doorway of her bedroom. Gwen remembers the fond smile he would have looking at her mother and her.

"Witches are so powerful that they feel like they don't need anyone." his smile was gentle, but his emerald eyes appeared sad. She didn't know why. "I wouldn't know… but maybe with all that power, they see themselves differently than any of us would do… seems rather lonely."

"Don't encourage her, Frank." Lily rolled her eyes. Frank shook his head, still smiling that strange nostalgic grin.

"Well, Lily, our Gwen is quite curious—might as well humor her." Frank said. Coming closer, he knelt down to Gwen's eye level. "But sweetheart, no matter how much you deny it, you're still our princess. You're precious to us and we hope to never lose you." Frank kissed her forehead, hugging her.

Gwen only pouted—too young to understand why her father seemed so sad.

* * *

Gwen is seven-years-old and still doesn't feel like a princess.

Even when she's older, she recalls her parents teasing smiles and callings of her being their princess would bring a frown to her younger self. Why was being a princess so great? she would wonder. Sitting around all day and waiting for someone to save you sounded boring to be honest.

It was around this time she started reading advanced reading meant for older kids. Her parents were happy to see she was a bright child and appeared to have an even brighter future ahead of her. She found herself becoming enchanted with tales of Merlin, Elphaba, and Aradia "The Holy Witch". They used their wisdom to guide and magic to fight against oppression and evil. She felt a connection with these figures strangely. Every word that passed by her eyes filled her with a feeling of completion and her fingers would run over the pages gently, as if the action brought her closer to these stories.

"Ew! You're reading again? Boring!" another voice pipped up, making gagging noises and Gwen's eyes narrowed. Looking up from her book, she came face to face with her cousin.

"No it's not!" Gwen growled. They were outside in Ben's backyard—their parents brought them together for a playdate. Frank and Carl wanted to keep their families close as they were never able to be a close family when they were children; so, Gwen and Ben being together was a regular occurrence.

As well as their tendency to not get along.

"Is too!" Ben argued back stubbornly, crossing his arms. "You always read when you come over. You're weird." Ben stuck his tongue out at her. Gwen rolled her eyes and decided it was just better to go back to reading her book instead of indulging in her dumb cousin's antics.

Or at least she would have if Ben didn't snatch the book out of her hands.

"Hey!" Gwen cried, glaring up at her cousin who was grinning mischievously. He turned around and started running away with her precious tome. Not one to take this offense sitting down, Gwen rose up and gave chase. "Get back here, doofus!"

"No way, dweeb!" Ben laughed at her. The book was clutched to him as if it was a valuable treasure he wasn't willing to relinquish. "You gotta catch me first!"

"Argh! Ben!" she exclaimed. Looking back on it, Gwen would see this memory with fondness, but her younger self didn't see it that way. Ben was always annoying her and wouldn't leave her alone. It was like having a puppy constantly wanting her attention because they couldn't stand no having her paying attention to them—though if it was a puppy and not her cousin she would definitely play with it.

Catching up to him, he switched the book around in his hands successfully evading her grasps, a Cheshire cat grin on his face all the while whereas Gwen was becoming more and more frustrated with him. She felt her anger build up, like a heat bubbling inside of her, and raised her hands to shove him, the heat traveling towards her fingers like liquid fire.

"GWEN!"

Gwen and Ben blinked confused as their grandpa came out from the house and was suddenly in front of her, holding Ben up in the air, while the old man's face looked completely horrified looking down at her. Ben wondered how their grandpa got there so fast and Gwen wondered why he was looking at her like she was dangerous.

"Grandpa…?" Gwen voiced out uncertain. The old man startled and Gwen was surprised that he actually took a step back from her, watching her warily.

"Grandpa, what's going on?" Ben asked him, swinging his legs slightly, wondering when his grandfather was going to let him down so he and Gwen could play some more.

Max's eyes flickered to Ben before looking back to Gwen and he gave her a firm stare.

"Gwen, don't ever do that again." Max told her shakily. Gwen just blinked at him, growing anxious and upset.

"W-what are you talking about, Grandpa?" Gwen asked. "I didn't do anything!" she cried, starting to feel hot again, but Grandpa Max's stern yet frightened glance at her made her eyes widen and she backed away, ashamed.

"I think maybe we should take you home, Gwen…" her grandfather said slowly, watching her. Gwen didn't respond, looking at the ground upset and trying not to cry. Her lip was quivering and her eyes watered. She was confused and didn't understand why her grandpa was mad, but she must've done something pretty bad to have him say that.

"Take Gwen home?" Ben questioned, his eyes wide. He then began squirming in his grandfather's hold, demanding to be let down. "Put me down, Grandpa!" surprised, Max let the boy down and to his shock, his grandson placed himself in front of Gwen—protecting her.

"Don't take her home, Grandpa! She didn't do anything!" Ben gazed up at him, pleadingly. "I'm sorry I took her book! I just wanted to play! Don't blame Gwen." Ben said to Max, his green eyes wide.

Max and Gwen stared at Ben, trying to find words to say to the boy. Finally, Gwen reached for Ben's hand, making the boy look at her in shock. Years later, Gwen would still recall the warmth of Ben's hand and how it felt so much different than the liquid fire that coursed through her fingers.

"It's okay, Ben." Gwen told him, their emerald eyes locking. Hers confused and guilty while his were desperate and worried. "I did something bad." Gwen and Ben then looked at their grandfather, waiting for him to confirm or deny what they both said.

Max stared down at his grandchildren, indecisive. His yes drifted to the book Ben dropped on the ground and picked it up, examining the tome. His eyes flickered back and forth, not saying anything, and making the kids more anxious.

"Just…. As long as you both behave you can go play inside…" Max said finally, staring at the text Gwen once possessed, conflicted and sad. Ben and Gwen sighed in relief and Ben, smiling happily, led Gwen inside the house by the hand, promising her that he wouldn't steal her stuff and that they would have fun. That was the last day she would be allowed to read any books that had something to do with magic, witchcraft, or sorcerers. Her parents and Grandpa Max made sure of it.

Neither child noticed the black scorched spot in Ben's yard where Gwen once stood.

* * *

Ten-years-old and Gwen feels more powerful than she ever has before.

Magic courses through her finger tips, caressing her hands and filling her with such a warmth that she wanted to cry at no longer being pestered by the feeling of being empty.

Charmcaster's spellbook was held to her chest like a precious child, her fingers stroking the cover of the tome in wonder and reverence. She had missed this feeling terribly since her parents and grandfather took away any type of book she had on magical figures and forbid her from reading any more. Three years she had felt like an outsider among her peers—like she was different.

Now she was complete again.

Her eyes greedily absorbed the book's contents like a man being trapped in the desert that was finally rewarded water. Her fingers tingled, her eagerness to feel magic at her wave of her hands apparent. In the dark of the night, no one could stop her from reading Charmcaster's tome of spells. Her grandfather's snores were a key indicator that he was lost to the world of the awake. She held the flashlight in one hand while she turned a page, not wanting to lose this opportunity to find out more of the spellbook's secrets.

She didn't understand why Grandpa Max wouldn't let her read it since she was the one who got it from Charmcaster and Hex. After all, Ben got to keep the Omnitrix after he found it and that thing was by far more dangerous than a spellbook. A surge of jealously ran through her at how her grandfather treated Ben with more leniency. Her grip tightened on the book at the fact that ever since they found out their grandfather being an ex-Plumber to fight aliens, it seemed like him and Ben would have a bond she could never have with her grandfather. She was felt left out or a third wheel at times when she was constantly pushed aside in favor of Ben and the Omnitrix.

A part of her wondered if this was how Ben felt when her parents and his would praise her for all her achievements in school and activities.

Shaking her head, Gwen continued to read a very intricate passage. Ben was allowed to keep the Omnitrix—she should be allowed to keep this one thing as well. Maybe if she mastered a lot of the spells in the book, Grandpa would see it wasn't so bad and allow her to practice without sneaking around…

"You know you're going to be in a lot of trouble of Grandpa catches you reading that book again." Ben's voice sounded causing Gwen to jump and nearly drop the flashlight. Her emerald eyes narrowed when she shined the flashlight towards Ben to see his head hanging upside down from the top bunk. She made a tsk sound and turned the flashlight away, but her glare stilled remained.

"Well he won't know." Gwen replied. Ben smirked wider.

"Not unless I tell him."

"You wouldn't dare." Gwen growled quietly. "I'll find some spell in here to turn you into a toad if you do." she threatened.

"Hey, just saying." Ben placated her, showing he meant no harm. He jumped down from the top bunk and stood by her bed. Gwen watched him suspiciously, wary of his next move. Her eyes widened when he lifted the covers up on her bed and climbed in next to her, their shoulders touching.

"Ben!" she hissed, moving to push him out of her bed. "Get out! You have your own bed." Ben blocked her hands and responded by throwing some of his weight on her.

"Your creepy muttering is keeping me awake." Ben retorted as she squirmed, pinching his face. "Ow!"

"Seriously, doofus. You're getting your germs in my bed." Gwen whispered. Ben stuck his tongue out at her. "Oh real mature."

"Oh like pinching my face is mature." Ben grumbled while rubbing his cheek. Gwen only rolled her eyes and settled back onto her stomach to read, grudgingly making room for the pest she calls her cousin. Ben grinned in victory and settled next to her, laying his chin on his arms and snickering at his victory.

"Be quiet, will you? I don't want Grandpa waking up." Gwen whispered, checking quickly to make sure Max was still asleep. Ben's eyes skeptically traced the words Gwen was reading.

"What's the big deal about some book anyway?" Ben asked her. "So what if it can make you cast spells and junk? You're fine without it."

"Says the person who has a watch that can turn him into tons of aliens strapped to his wrist." Gwen said, not bothering to take her eyes away from the passage she was reading.

"What? It's true." Ben simply said, gently taking the book from her and shutting it. "You kick tons of butt without it. What if it hurts you?"

"It won't" Gwen said annoyed, snatching the book back. She knew it wouldn't. Ben didn't understand how right it felt to hold the spellbook—how much it made her feel normal for once. He had Grandpa Max and other plumbers to help make sense of the Omnitrix while she had no one to bond with over a talent that she loved to use.

"Jeeze, excuse me for being concerned." Ben rolled his eyes irritated with her. "Usually it's me not listening to Grandpa—you would think that you would know better by now to listen to him."

Gwen's patience was wearing thin with the boy.

"Well maybe Grandpa is wrong for once, okay?" Gwen snapped at him. "You're usually the one who thinks that they can bend the rules anyway." Ben glared at her, raising himself from her pillow so they were eye level. His amber-green eyes intense.

"Hey, at least we know what the Omnitrix is! Who knows what could happen to you if you use this thing! You're always reading it every night and it's like you're obsessed!" Ben whispered to her, minding his tone so their grandfather wouldn't awaken. However, she could see it was difficult. He raised the Omnitrix between them. "With this I can protect you! I won't let anything touch you! Neither will Grandpa! You don't need it." his eyes shined with such intensity that Gwen wanted to look away—her cousin's vow making her feel a strange tingling that wasn't associated with casting spells or the magic flowing through her.

Sighing, Gwen shut her eyes and shut the book before her emerald gaze back to him, expression serious.

"I know you're worried Ben," she started, "But there are going to be times when you and Grandpa won't be around to protect me. I've been lucky thus far, but let's face it—eventually that might run out." Gwen told him. "I want to be able to protect myself. And Ben…" here she paused. Gathering her thoughts, she continued, "It makes me happy—like I was missing a part of myself and finally found it. I know it probably sounds stupid, but you have the Omnitrix and Grandpa to fight by your side—let me be able to do the same thing."

They stared at each other for a few more moments, neither saying a thing, before Ben sighed tiredly and his head fell to her pillow. She squeaked when Ben's hand raised up and pushed her head down to the pillow as well.

"Whatever." Ben muffled out. "M'tired…"

Gwen's cheeks flushed when she realized her cousin would not be leaving her bed anytime soon.

"Ben—go back to your own bed." she whispered to him. Ben only responded by laying his arm across her back, successfully trapping her.

"Too tired…" he mumbled out. "Turn out light and deal with it."

The red tint in her cheeks didn't fade and she flicked off the flashlight, muttering about impossible cousins and their annoyingness. She settled down next to Ben, trying to inch away from him in the small bunk but Ben's arm around her back was like iron—like he didn't want to let her go even in dreamland. Deciding nothing could be done about it and choosing to ignore him, she laid her head down on her pillow to sleep.

Later in her life, Gwen finds herself never forgetting this moment.

* * *

She's thirteen and the notion of her ever being a princess was just so laughable she almost choked on her own soda thinking about her parents flabbergasted faces if they saw what their daughter was capable of.

Gwen supposed that maybe because she was so immersed in the action that the thoughts associated with it never came up in her brain. It was an instinct—second nature. She twirled her finger as a small trail of light followed—the light glowing different blends of blue and pink.

She sat on top of the Rust Bucket RV looking up at the night sky. The stars were beautiful tonight. Grandpa Max was inside fixing up some food. She wasn't sure what Ben was doing but most likely he was either napping or playing his video games.

She looked up at the night sky again, wondering about all the worlds out there, feeling a certain pull towards the stars. The magic in her veins hummed in her ears as she felt the pull towards the sky. Reaching a hand out, she felt herself conjuring stairs to reach the heavens where she felt the pull.

A hand joined hers in reaching up to the sky making Gwen jump. Her eyes shifted to the left and she found Ben staring right at her. He had a curious frown settled on his features, quite unlike his usual goofy grin.

"Dinner's ready." he simply told her. Gwen blinked at him and looked back at the sky. She slowly brought her hand back to her chest and held it there, the pull still there but fainter now. An ache developed in her chest, as if she was missing something.

"I…" she couldn't really say anything. Ben gazed at her before turning to the sky as well.

"You want to go there?" he asked her. His amber-green eyes were probing. He wouldn't accept "It's nothing" as an answer.

She stared at him, stunned, not sure what to say. She wasn't sure what to tell Ben, scared that he might not understand the out of place feeling she got—like she was meant to be among the stars soaring through new heights and galaxies with her powers at her fingertips.

"Sometimes…" Gwen started. "Sometimes I feel like I just don't belong here. Like I'm meant to be someplace else." She confessed.

Ben looked at her as she kept looking at the sky in a forlorn fashion. He reached out and grabbed the hand clenched against her chest. Three years ago they would've blanched at such contact but they have been through so much together and have gotten so close that neither of them blinked an eye at such a gesture.

"You belong here." He told her. "With Grandpa and me. We'll do whatever it takes to understand you." Here he grinned. "We got your back."

Gwen couldn't help but smile shyly at the gesture. The pull much weaker now as she felt a different pull to keep her feet firmly on the ground.

* * *

At fifteen-years-old everything is out in the open and Gwen can't help but feel giddy about it all.

Finally she knew the truth. After all of these years of wondering, All these years of feeling out of place. She finally knew.

She bit her lip as she watched her grandmother Verdona dance around her living room conjuring up this and that like it was nothing. The excitement bubbled in her stomach and she tapped her fingers against her knees, the energy coursing through her veins, itching to become free and join Verdona's energy in the air.

Her mother looks displeased on the couch and her father looks forlorn, but accepting that eventually this day would've come. Verdona looks like a child in a candy store as she talked about Gwen's future. Kevin looked disgruntled and Ben…

She looked at her cousin and found him looking at her intently. He was quiet, quite unlike himself. She examined him closely, making sure to not miss a thing. Unfortunately, he's gotten better at hiding his emotions from her. But what she saw in his eyes stunned her.

Understanding.

Understanding what—she didn't clearly know, but now they both knew. All those years she was treated different—why she was different. They now knew.

He couldn't pretend anymore that he could keep her grounded to this world. Not when Verdona's offer was slapping him in the face. All these years he could hide behind the belief that all she needed was him and Grandpa Max. That him and the Omnitrix was all she needed to feel like she belonged among them with her weirdness.

But it wasn't. And he now knew.

"I need some air." Gwen finally spoke out, interrupting Verdona and her parents. She needed to get away from all these thoughts plaguing her brain. The choice of leaving or staying weighing heavily on her mind.

Her solace was the roof of her house. The stars blinked innocently above her and as usual she felt the pull from the stars, where she now knew where her grandmother's home planet to be. Should she call it her planet now? It was obvious her Anodite powers were a big part of her, if not the whole entirely of her. She conjured up her light, now pink instead of blue, and traced patterns in the air.

" _Witches are so powerful that they feel like they don't need anyone. I wouldn't know… but maybe with all that power, they see themselves differently than any of us would do… seems rather lonely."_

Gwen shook her head, her father's words from years ago drifting into her mind. She looked at her hand, clenching it and unclenching it. All that power was running through her veins, and she had a chance to learn more about it, become more.

But could she handle the price?

"You would go up on the roof." Kevin's voice sounded as he sat beside her. Ben took the other side naturally. "Some of us can't fly you know."

"Dude, be supportive." Ben chided him.

"This is… not how I expected my day to go." Gwen finally said. Her head was still spinning from all the information and the pull towards Verdona's home world grew stronger. Her hands twirled together, desperate to conjure up energy to calm her nerves.

"Still, it's pretty cool though to find out about your powers, right?" Ben grinned in support. He of all people knew how important this information was to her. "Grandma could teach you all the stuff she can do."

"I'd be gone for a long time I guess…" Gwen responded, knowing that she probably would be. She heard Kevin grunt "Maybe forever" and she continued, confessing what Ben already knew. "I always felt like an outsider—like I'm in the wrong place, but then I think 'oh wait, that's high school'" she said, trying in vain to make a joke out of it. None of them were laughing.

"We'll… we'll miss you if you go…" Ben told her. Gwen's heart pounded in her chest, remembering the day he held her hand and promised her that he and Grandpa was all she needed to be okay.

But Grandpa Max was gone, and with this war going on, who knows if he would be too.

"Really?"

"Sure, but we've been recruiting more and more Plumber kids so we'd still have a pretty powerful time." he told her, not wanting that to make her decision. Ben was selfless like that. He was too noble now to tell her what he really wanted unlike when he was ten and telling her her magic spellbook was dangerous and all she needed was the Omnitrix to protect her.

"Oh." she said, disappointed. Ben saw this and sighed, shaking his head.

"When I was trying to decide whether to use my powers again, you told me it was my choice." His eyes bore into hers, a look of understanding passed between them.

 _I don't want to hold you back_

"That's all I'm saying." Ben finished off, dejected. "Anyway… maybe… maybe you owe it to yourself to try to turn yourself into a cosmic mana master."

 _I'm not going to hold you back anymore._

With this, she knew Ben had given her his blessing. All these years he's fought for her, fought for his way and thought he was enough.

He now knew he wasn't

"Maybe…" she conceded.

"It's a once in a lifetime opportunity." Ben said, his voice cracking a bit from the realization. Not being able to bear the emotions from Ben and her own welling up inside her, she turned to her other friend, desperate for answers.

"Kevin… do you feel the same way?"

"No" he said right away, no hesitation. "Why would you even think of that? I want you around. The whole thing's lame!" he scowled.

" _But sweetheart, no matter how much you deny it, you're still our princess. You're precious to us and we hope to never lose you."_

" _You belong here. With Grandpa and me. We'll do whatever it takes to understand you. We got your back."_

She still didn't feel like the princess her family viewed her as, but… she was precious to them. To her parents. To Kevin. To Ben.

Could she really leave them?

Kevin may have been selfish, but he was expressing what everyone else couldn't, and it was the motivation she needed. She kissed him on the cheek in thanks.

Her feet were fine staying on the ground.

* * *

It was all over, Verdona was gone, and Gwen rested above her bed, floating. Ben sat in her computer chair watching her with a contented smile on his face.

"For someone wanting to stay on Earth, she sure is using her powers a lot." He quipped. Gwen smirked at him.

"This is coming from the person who abuses the watch to get what they want." Gwen reminded him. Ben had the decency to look sheepish.

"Are you really okay with this?" Ben asked her. Gwen straightened herself up and gently landed on her bed. They stared at each other intently.

"Yes."

"Even if…" Ben started. "Even if all these years you felt out of place? I remember Gwen—so many times you watched the stars and it seems all I could do is watch you slip away from me."

"Ben, I'm sure." Gwen assured him. She rose from the bed and walked over to him. He stood up as well to meet her and they embraced. "You're an idiot. If you didn't want me to go, you should've said something."

"I didn't want to hold you back anymore." Ben confessed to her. "This was finally your chance. I wasn't enough for you—I thought you needed something else."

"All I need is you guys." Gwen told him, holding him tighter. She smiled. "Don't forget that."

They weren't sure how long they stood there holding each other, but they took comfort in it.

They separated and Ben grinned cheekily.

"So.. where's my thank you kiss?"

"Oh Ben!" she shoved him.

"I'm serious! I helped too!"

Gwen rolled her eyes. "Leave it to you to ruin a moment."

He held both her hands in his, stroking the back of them gently. She looked at him curiously.

"You sure you don't need to fly up to the stars?"

Perhaps he needed extra reassurance or perhaps he just couldn't believe she chose to stay with him. Gwen closed her eyes and felt her feet planted firmly on the ground for the first time in many years.

The only pull she felt was here, to Ben.

"I think I'm okay with walking beside you instead of flying alone among the stars."

And they both smiled.

* * *

 **Karin: I know, it probably wasn't that good. It's been so long since I wrote a Bwen. I wanted to expand on "What Little Girls are Made of" and this is what happened. Nonetheless, I hope you all enjoyed. Please let me know what you think!**

 **See ya Next time!**


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